SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): Commission File Number
November 24, 1997 0-7674
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 75-0944023
(State of Incorporation) (I.R.S. Employer
Identification No.)
400 Pine Street, Abilene, Texas 79601
(Address of Executive Offices and Zip Code)
Registrant's Telephone Number (915) 627-7155
ITEM 5. Other Events.
On November 24, 1997, First Financial Bankshares, Inc. (the "Company")
commenced consummation of the Stock Exchange Offer (the "Exchange Offer") made
to the shareholders of Southlake Bancshares, Inc. ("Southlake Bancshares"),
pursuant to a Stock Exchange Agreement and Plan of Reorganization (the "Exchange
Agreement") dated August 18, 1997, between the Company, Southlake Bancshares,
and Texas National Bank. Pursuant to the Exchange Agreement, the Company offered
to acquire from the shareholders of Southlake Bancshares all (but not less than
90%) of the issued and outstanding shares of Southlake Bancshares common stock
("Southlake Bancshares Stock") in exchange for shares of the common stock of the
Company, with cash to be issued in lieu of any fractional shares of the
Company's Stock to which the shareholders of Southlake Bancshares would
otherwise be entitled. The shares of the Company's common stock issued in
connection with the Exchange Offer were registered with the Securities and
Exchange Commission and the Registration Statement was declared effective on
October 24, 1997. Prior to commencing the Exchange Offer, the Company and
Southlake Bancshares had obtained the approval of the Federal Reserve Board and
other regulatory authorities for the Company to acquire Southlake Bancshares and
its subsidiary.
Pursuant to the terms of the Exchange Agreement, and as set forth in
the Prospectus delivered to the shareholders of Southlake Bancshares, the
Company offered to exchange .894 shares of the Company's common stock for each
share of Southlake Bancshares Stock tendered by the shareholders of Southlake
Bancshares, and to pay cash for any fractional shares of the Company's stock to
which the shareholders of Southlake Bancshares would otherwise be entitled on
the basis of $39.75 per share. Consummation of the Exchange Offer required that
at least 90% of the issued and outstanding shares of Southlake Bancshares Stock
be tendered for exchange and that certain other conditions precedent to the
consummation of the transaction as set forth in the Exchange Agreement be
satisfied. On November 20, 1997, the Company was notified by the Transfer Agent
named in the Exchange Agreement that the Transfer Agent had received for
exchange stock certificates for 100% of the issued and outstanding shares of
Southlake Bancshares Stock. On November 24, 1997, upon satisfaction of the
remaining conditions precedent to consummation of the transaction, the Company
instructed the Transfer Agent to commence mailing certificates for the Company's
stock (and checks in payment for any fractional shares of such stock) to the
shareholders of Southlake Bancshares who had tendered their shares of Southlake
Bancshares Stock. The total consideration paid by the Company for the shares of
Southlake Bancshares Stock tendered in exchange for the Company's stock was
$8,604,061.60, including the cash paid in lieu of fractional shares of the
Company's stock. The funds for payment by the Company of cash in lieu of issuing
fractional shares of its common stock were provided by the Company out of its
own cash reserves.
Southlake Bancshares is a Texas corporation and registered bank holding
company under the Bank Holding Company Act of 1956, as amended. Southlake
Bancshares has one class of stock issued and outstanding, being common stock
having a par value of One Dollar ($1.00) per share, of which 242,119 shares are
issued and outstanding. Southlake Bancshares is a one-bank holding company
formed in 1987 and incorporated in the State of Texas. Southlake Bancshares owns
100% of Texas National Bank, a national banking association having its principal
office in the City of Southlake, Tarrant County, Texas. Texas National Bank,
which began operations in 1985, is federally chartered and insured by the
Federal Deposit Insurance Corporation. Southlake Bancshares and Texas National
Bank are located approximately 20 miles northeast of downtown Fort Worth, Texas,
and within the Fort Worth-Dallas Metropolitan area. In addition, Texas National
Bank maintains a branch location in Trophy Club, Denton County, Texas. Texas
National Bank provides a full range of both commercial and consumer banking
services, including loans, checking accounts, savings programs, safe deposit
facilities, access to automated teller machines, and credit card programs.
The bank does not offer trust services. As of June 30, 1997, Southlake
Bancshares and its consolidated subsidiary had total assets of approximately
$53.6 million, total deposits of approximately $49.1 million, total loans (net
of allowances for loan losses) of approximately $25.4 million and total
shareholders' equity of approximately $4.2 million. Southlake Bancshares'
principal executive offices are located at 3205 East Highway 114, Southlake,
Texas 76092.
Following consummation of the Exchange Offer, the Company intends to
merge Southlake Bancshares with and into the Company and thereafter operate
Texas National Bank as a wholly-owned subsidiary of the Company's wholly-owned
subsidiary bank holding company, First Financial Bankshares of Delaware, Inc. It
is anticipated that the merger of Southlake Bancshares will occur in the fourth
quarter of 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FINANCIAL BANKSHARES, INC.
(Registrant)
DATE: December 1, 1997 By: _______________________________
CURTIS R. HARVEY
Executive Vice President and
Chief Financial Officer